Leviathan Gold : MD&A - March 31, 2022

Management's Discussion and Analysis

Period ended - March 31, 2022

("Leviathan" or "the Company")

FORM 51-102F1

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTH PERIOD ENDED MARCH 31, 2022

Introduction

This Management's Discussion and Analysis ("MD&A") of Leviathan Gold Ltd. including its wholly owned subsidiaries, Leviathan Gold (Australia) Pty. Ltd. ("Leviathan Australia") and 1274996 B.C Ltd is the responsibility of management and covers the nine-month period ended March 31, 2022. The MD&A takes into account information available up to and including May 20, 2022 and should be read together with the condensed consolidated interim financial statements for the nine month period ended March 31, 2022 and with the audited consolidated financial statements for the year ended June 30, 2021.

The Company is principally engaged in the acquisition and exploration of resource properties in Victoria, Australia. The Company was incorporated as the target company for certain assets and liabilities that were spun out from Fosterville South Exploration Ltd. ("Fosterville") during the period. Refer to the Spin-Out Transaction section below for a description of the transaction. The Company's shares are publicly traded on TSX Venture Exchange ("TSXV") under the symbol LVX.

The Company was incorporated under the Business Corporations Act (British Columbia) on June 24, 2020. The address of its head office is located at Suite 488-1090 West Georgia Street, Vancouver, British Columbia, Canada V6E 3V7. The Company's registered and records office is 2900-550 Burrard Street, Vancouver, British Columbia, Canada, V6C 0A3.

Throughout this document the terms we, us, our, the Company and Leviathan refer to Leviathan Gold Ltd. All financial information in this document is prepared in accordance with International Financial Reporting Standards ("IFRS") and is presented in Canadian dollars unless otherwise indicated.

This document contains forward-looking statements. Please refer to "Note Regarding Forward-Looking Statements."

Leviathan Gold Ltd.

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Management's Discussion and Analysis

Period ended - March 31, 2022

Description of Business

The Company is in the business of acquiring and exploring mineral resource properties in the, Australia. The Company's principal properties are the 100% owned Avoca Project and Timor Project in the State of Victoria. In addition, the Company intends to investigate and acquire and/or stake other projects of merit in Australia.

Please refer to the "Exploration Projects" section below for a description of the Avoca and Timor projects.

Spin-Out Transaction

On October 1, 2020 the Company entered into an Arrangement Agreement (the "Arrangement Agreement") with Fosterville and Leviathan Gold Finance Ltd ("FinCo"). Under the terms of the Arrangement Agreement, Fosterville, pursuant to a Plan of Arrangement, spun-out the Company on November 23, 2020 and Fosterville distributed 67,907,831 Company shares to the Fosterville Shareholders (the "Spin-Out").

Following completion of the Spin-Out, FinCo completed the following financings (the "Financings"):

• Raised $30,000, at a price of $0.005 pursuant to the issuance of 6,000,000 common shares to the new management and board of FinCo, which was advanced to the Company for working capital; and
• Raised $12,908,000, at a price of $0.50 pursuant to the issuance of 25,816,000 subscription receipts, of which $12,061,705 was held in escrow pending the successful completion of the amalgamation, $550,892 was paid to towards agents' commissions, expenses and other share issuance costs and $295,403 was released and advanced to the Company for working capital. The Company issued 1,543,500 broker warrants in connection with the financing. Each broker warrant entitles the holder to acquire one common share of the Company for a period of 24 months from closing.

Following completion of the Financings, Leviathan Australia entered into an agreement to acquire certain exploration properties, known as the Avoca and Timor Projects and certain other tenements, from Fosterville's wholly owned subsidiary, Currawong Resources Pty Ltd. ("Currawong"). The Company agreed to acquire the exploration properties at fair value of AUD$764,081 and assumed the underlying obligations of Fosterville and Currawong under the purchase agreement that Currawong first acquired the Properties.

Prior to the completion of acquisition of exploration properties from Currawong, the Company caused 1274996 B.C Ltd., a wholly owned subsidiary of the Company, to amalgamate with FinCo (the "Amalgamation"), with the Company issuing 31,816,000 shares of the Company to the former securityholders of FinCo in connection with such amalgamation.

Following the Amalgamation, the Company applied and received approval to list on the TSXV, the funds were released to the Company, and the Company commenced trading on February 10, 2021.

The fair value of the FinCo net assets on the date of Amalgamation, substantially all of which consisted of cash, was $12,390,739. FinCo is not considered to be a business and accordingly, the FinCo acquisition is accounted for as a financing transaction. The shares issued in connection with the acquisition of FinCo were valued on the basis of the fair value of the net assets received, as presented below:

	$
Cash	12,065,336
Receivable from the Company	325,403
Total net assets	12,390,739

Leviathan Gold Ltd.

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Management's Discussion and Analysis

Period ended - March 31, 2022

Performance Summary and Subsequent Events

During the period ended March 31, 2022

• Announced it has completed preliminary drilling work at Vales Reef within the company's Avoca property. This initial phase of work, which comprised 1,999 metres of diamond drilling across 11 holes, was designed to target strike and depth projections of mineralizing structures observed by Leviathan's geological team during mapping of surface mine workings. At least five such structures are noted over a strike extent of approximately 450 metres, within a lateral corridor of up to 110 metres in width. Visible gold was recorded in drill core in 22 instances.
  All results for Vales have now been received, highlights of which include intervals of 1.06 metres at 25.5 grams per tonne gold in hole 21VAR008, 0.95 metre at 18.2 g/t Au in hole 21VAR008, 0.75 metre at 18.5 g/t Au in hole 21VAR004 and 0.34 metre at 9.56 g/t Au in hole 21VAR007. Extensive sheared quartz veining was observed in drill core in all projected structures, which signifies the presence of a structurally controlled mineralizing system at Vales, and supports the structural understanding of Leviathan's geological team.
• Completed a high-resolution LiDAR survey of its entire Victorian landholding. LiDAR (light detection and ranging) is a low-cost airborne tool for collecting accurate high-density topographic data, its application in the context of Leviathan's Victorian programs being the rapid identification of abandoned mine workings and potential mineralizing lineaments -- and ultimately the definition of further drill targets. Initial processing and interpretation of data covering approximately 20 per cent of the total survey area have led to the identification of at least 23 kilometres of potentially mineralized structural lineaments and historic mine workings.
• Completed an initial drilling program at the historic Leviathan mine within the Company's Timor property. This initial phase of work, which comprised eight diamond drill holes for 1894 metres designed to target strike and depth projections of known high-grade gold mineralization in underground mine workings understood to have been abandoned in 1905. Recorded historic production for the Leviathan mine -- itself an amalgam of closely adjacent shafts and underground workings -- is 181,000 tonnes for 67,511 ounces of gold at a grade of 11.4 grams per tonne gold.
• The Company announced results of diamond drilling at the Timor property. The most prominent intervals to be returned by this program include 7.10 meters at 3.05g/t from 232 meters in hole 21LEV002, 4.20 meters at 4.75 g/t from 241 meters in hole 21LEV004, 2.77 meters at 18.86 g/t from 335.13 meters in hole 21Lev005 and 3.24 meters at 6.91 g/t from 224.5 meters in hole 21LEV006. All holes encountered mineralization on target, thereby corroborating the recent modelling work of the Leviathan geological team. All eight holes of the program were designed with the objective of defining extensions to known mineralization in the historic Leviathan Mine and corroborated the recent modelling work of the Leviathan geological team.

Please refer to the news releases for additional information. There were no significant events subsequent to the period ended March 31, 2022.

Outlook

Since its incorporation on June 24, 2020 the Company has completed the spin-out, acquired the Avoca and Timor projects, secured financing to complete the initial phases of exploration on the Company's projects, and has listed on the TSX-V exchange under the symbol LVX.

The Company is fully funded to meet the phase I and Phase II work program on the Avoca and Timor projects and has commenced diamond drilling and geophysics. The Company has a strong treasury, excellent projects, and an experienced management team with a proven track record at creating shareholder value in the sector.

As the Company has no source of revenue at this time, it will continue to deplete capital to operate its drilling programs, fieldwork, office and administrative expenses and continual investigations of new projects and opportunities.

Leviathan Gold Ltd.

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Management's Discussion and Analysis

Period ended - March 31, 2022

COVID 19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn While this had not had a material impact on the Company to date, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or ability to raise funds.

EXPLORATION PROJECTS

Avoca project

The Avoca project is located approximately 183 kilometres west northwest of the Victorian state capital Melbourne, with good road access. The Avoca project occurs within the Stawell zone of the Victorian goldfields, west of the Bendigo and Melbourne zones.

The Avoca project is centered on mesothermal quartz-vein-hosted gold and related placer-style "deep lead" gold mineralization. There is a considerable local history of mining both kinds of deposit. The term "deep lead" refers to buried auriferous riverbed deposits. The Avoca goldfield produced approximately 750,000 ounces of gold largely from alluvial gold deposits.

Having previously been mined with a significant amount of gold production from both alluvial and hard rock high-grade sources, the Company considers the Avoca project is highly prospective for hard rock structurally controlled gold deposits. Several major fault zones that strike for tens of kilometres have been recognized in the project area. Gold mineralization within the Stawell zone is generally base metal sulphide related, which Leviathan Gold sees as an opportunity for disseminated or fine-grained gold mineralization.

The significant hard rock historic mines within the Avoca licence include the high grade:

• Pyrenees reefs - 16,199 tons mined for 16,602 ounces of gold to 130 metres at an average recovered grade of 32 g/t gold, worked intermittently from 1860 to 1912;
• Excelsior reef - 13,200 tons mined for 9,260 ounces of gold to 100 metres at an average recovered grade of 22 g/t gold, worked from 1909 to 1915;
• Vale's reefs - 1,444 tons mined for 1,388 ounces of gold to 52 metres at an average recovered grade of 29.4 g/t gold, worked from 1865 to 1883;
• Monte Christo reefs - 2,795 tons mined for 937 ounces of gold to 30 metres at an average recovered grade of 10.3 g/t gold, worked from 1872 to 1877.

The production noted above was obtained from State of Victoria Mining Surveyors and Registrar's quarterly reports from 1860 to 1891 and annual reports issued thereafter.

Defined mineralization shoots are present at both the Pyrenees reef and Excelsior reef, as shown from the underground mine plans held for both deposits.

In terms of alluvial gold deposit potential, the Avoca sub-basin, located within the Avoca project, is considered by the Victorian Geological Survey to host one of the largest deep lead alluvial gold deposits within Victoria.

Timor project

The Timor project occurs approximately 10km east of the Avoca project and occurs within the Bendigo zone of the Lachlan Fold Belt.

The Timor project area contains numerous hard rock and alluvial gold deposits evidenced by significant historical workings. Historical alluvial production within the Timor project area is believed to have been in the region of 640,000 ounces of gold.

Leviathan Gold Ltd.

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Management's Discussion and Analysis

Period ended - March 31, 2022

Around 20 hard rock workings can be considered to have been significant producers. These include the Leviathan group of mines, with recorded gold production of 56,474 ounces of gold from 189,085 tonnes, equating to a recovered grade of approximately 9.14 g/t gold. The Leviathan structural corridor hosts several parallel quartz veins with most of the production coming from one mine active in the early 1900's. Significant potential occurs within the various other veins and faults within the corridor to the north.

In addition, Shaw's reef worked from 1883 to 1891 produced 16,881 tons mined for 12,623 ounces of gold to 130 metres at an average recovered grade of 22.9 g/t gold. Along strike of this fault zone arsenopyrite and stibnite mineralization is recorded in association with the gold mineralization indicating possible epizonal Fosterville-style gold mineralization.

Both these former mines lie on separate large regional north-south structures with known strikes of tens of kilometres. Each of these structures host multiple historic hard rock workings, but have not been subject to any significant modern exploration. Within the tenement there has been only one traverse of RC drilling which was carried out across the Leviathan structure and one modern diamond drill hole. No drilling has occurred specifically on the Shaw's Reef fault zone. These two mineralized structures are the primary focus for Leviathan Gold.

The minimum exploration expenditures due by Exploration License and by year to December 31, 2025 are summarized in the table below (AUD$):

Dec 31,	Dec 31,	Dec 31,	Dec 31,
2022	2023	2024	2025	Total
AUD$	AUD$	AUD$	AUD$	AUD$

Maryborough:
Timor*	75,500		75,500		75,500		75,500		302,000
Racecourse Reef **	16,600		16,200		16,200		16,080		65,080
Avoca:
Avoca***	91,000		91,000		91,000		91,000		364,000
Natte Yallock****	21,600		21,600		21,600		20,940		85,740
Lexton*****	38,000		32,250		32,250		30,525		133,025
Total	$ 242,700	$	236,550	$	235,890	$	238,005	$	953,145

• Expires March 16, 2022. The Company has filed for renewal of the Exploration License in accordance with proforma procedures... A renewal of the Exploration Licence would require annual exploration expenditures of AUD 75,500. Should a mineral resource have been defined for specific locations within the larger tenement, a Retention License will be applied for as appropriate
• Racecourse reef has been granted for 5 years from 22/01/2021 the company will file for renewal prior to expiration of the licence.
• Expires November 27, 2021. The Company filed for renewal of the Exploration License prior to that time and the application is currently being assessed by Earth Resources Regulation. Should mineral resources be defined for specific locations within the larger tenement, a Retention License or Mining Licence will be applied for as appropriate. A renewal of the Exploration Licence would require annual exploration expenditures of AUD 91,000.
• The licence has been granted for for 5 years from 28/10/2020; the Company will file for renewal prior to expiration of the licence.
• The licence has been granted for for 5 years from 22/01/2021; the Company will file for renewal prior to expiration of the licence.

The Company has also lodged applications for a further five Exploration Licenses in Victoria, four of which cover central portions of the historic Bendigo Goldfield - which produced in excess of 22 million ounces of gold - and a fifth over the historic Queen's Birthday mines area, adjacent to the Company's Racecourse Reef licence. The Queen's Birthday mines reportedly

produced over 120 thousand ounces of gold prior to the first world war1. In the case of two said applications the Company has

1 GeoVic (2020)https://earthresources.vic.gov.au/geology-exploration/maps-reports-data

Leviathan Gold Ltd.

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